UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-07377

Morgan Stanley Multi Cap Growth Trust
(Exact name of registrant as specified in charter)

522 Fifth Avenue, New York, New York					10036
(Address of principal executive offices)					(Zip code)

John H. Gernon 522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)

Registrant’s telephone number, including area code:				212-296-0289

Date of fiscal year end:	November 30,

Date of reporting period:		May 31, 2015

Trustees

Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
Nancy C. Everett
Jakki L. Haussler
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Michael E. Nugent
W. Allen Reed
Fergus Reid

Officers

Michael E. Nugent
Chairperson of the Board

John H. Gernon
President and Principal Executive Officer

Stefanie V. Chang Yu
Chief Compliance Officer

Joseph C. Benedetti
Vice President

Francis J. Smith
Treasurer and Principal Financial Officer

Mary E. Mullin
Secretary

Transfer Agent

Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169

Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

Independent Registered Public Accounting Firm

Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Trustees

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Adviser

Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Total Return for 6 Months Ended May 31, 2015
Class A			Class B			Class L			Class I			Class C*			Class IS			Russell 3000^®Growth Index¹			Lipper Multi-Cap Growth Funds Index²
	4.15	%		3.76	%		3.90	%		4.34	%		-0.03	%		4.37	%		5.15	%		6.17	%

The performance of the Fund's six share classes varies because each has different expenses. The Fund's total returns assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. See Performance Summary for standardized performance and benchmark information.

* Performance shown for Class C shares is for the period since inception on April 30, 2015. Performance information for very short periods should not be the sole factor in making an investment decision because short--term returns may not be indicative of the Fund's long-term performance potential.

Market Conditions

The U.S. stock market ended the six-month reporting period somewhat higher than where it began but gains were uneven. One of the main reasons for the market's turbulence was the anticipation of the Federal Reserve's (Fed) first increase to the target federal funds rate since 2006. After growing moderately in the second half of 2014, the U.S. economy appeared to contract slightly in the first quarter of 2015, according to the government's second estimate of economic activity. Although the softness was generally attributed to temporary influences, namely winter weather and a West Coast port strike, investors shifted their Fed rate hike expectations to later in the year. Also weighing on the market were a stronger dollar and weaker oil prices, a combination with both

There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Fund in the future.

TOP 10 HOLDINGS as of 05/31/15
Amazon.com, Inc.	8.2	%
Facebook, Inc., Class A	7.4
Illumina, Inc.	5.3
Google, Inc., Class C	4.6
Valeant Pharmaceuticals International, Inc. (Canada)	4.4
Tesla Motors, Inc.	4.2
Intuitive Surgical, Inc.	3.8
Twitter, Inc.	3.5
Salesforce.com, Inc.	3.3
Apple, Inc.	3.2
TOP FIVE INDUSTRIES as of 05/31/15
Internet Software & Services	19.7	%
Internet & Catalog Retail	13.3
Software	10.1
Pharmaceuticals	7.5
Life Sciences Tools & Services	6.0

Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned above. Top 10 holdings and top five industries are as a percentage of net assets.

Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

Average Annual Total Returns—Period Ended May 31, 2015

Symbol

Class A Shares*
(since 07/28/97)
CPOAX

Class B Shares**
(since 02/27/96)
CPOBX

Class L Shares***
(since 07/28/97)
CPOCX

Class I Shares^†(since 07/28/97)
CPODX

Class C Shares^††
(since 04/30/15)
MSCMX

Class IS Shares^†††(since 09/13/13)
MCRTX

1 Year

14.88
8.83⁴

%³

14.04
9.04⁴

%³

14.32
—

%³

15.27
—

%³

—
—

15.36
—

%³

5 Years

17.30³16.05⁴

16.43³16.21⁴

16.57³—

17.64³—

—
—

10 Years

11.61³11.01⁴

10.94³10.94⁴

10.84³—

11.91³—

—
—

Since
Inception

8.51³8.18⁴

8.01³8.01⁴

7.74³—

8.77³—

–0.03
–1.03⁴

%³

17.05³—

Gross
Expense Ratio

1.30

2.33

1.80

1.01

2.05

18.31

Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For most recent month-end performance figures, please visit www.morganstanley.com/im or speak with your Financial Advisor. Investment returns and principal value will fluctuate and fund shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance for Class A, Class B, Class L, Class I, Class C and Class IS shares will vary due to differences in sales charges and expenses. Returns for periods less than one year are not annualized. See the Fund's current prospectus for complete details on fees and sales charges. Expense ratios are as of the Fund's fiscal year end as outlined in the Fund's current prospectus.

* The maximum front-end sales charge for Class A is 5.25%.

** The maximum contingent deferred sales charge (CDSC) for Class B is 5.0%. The CDSC declines to 0% after six years. Effective April 2005, Class B shares will generally convert to Class A shares approximately eight years after the end of the calendar month in which the shares were purchased. Performance for periods greater than eight years reflects this conversion (beginning April 2005).

*** Class L has no sales charge.

† Class I has no sales charge.

†† The maximum contingent deferred sales charge for Class C is 1.0% for shares redeemed within one year of purchase.

††† Class IS has no sales charge.

(1) The Russell 3000^® Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 3000^® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.

(2) The Lipper Multi-Cap Growth Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Multi-Cap Growth Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. The Fund was in the Lipper Multi-Cap Growth Funds classification as of the date of this report.

(3) Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges.

(4) Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund's current prospectus for complete details on fees and sales charges.

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; and (2) ongoing costs, including advisory fees, administration fees, distribution and shareholder services (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 12/01/14 – 05/31/15.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	12/01/14		05/31/15		12/01/14 – 05/31/15
Class A
Actual (4.15% return)	$	1,000.00	$	1,041.50	$	6.31	@
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.75	$	6.24	@
Class B
Actual (3.76% return)	$	1,000.00	$	1,037.60	$	10.26	@
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,014.86	$	10.15	@
Class L
Actual (3.90% return)	$	1,000.00	$	1,039.00	$	8.90	@
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,016.21	$	8.80	@
Class I
Actual (4.34% return)	$	1,000.00	$	1,043.40	$	4.59	@
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.44	$	4.53	@
Class C
Actual (–0.03% return)	$	1,000.00	$	999.70	$	1.71	@@
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,002.54	$	1.71	@@
Class IS
Actual (4.37% return)	$	1,000.00	$	1,043.70	$	4.28	@
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,020.74	$	4.23	@

@ Expenses are equal to the Fund's annualized expense ratios of 1.24%, 2.02%, 1.75%, 0.90% and 0.84% for Class A, Class B, Class L, Class I and Class IS shares, respectively, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). If the Fund had borne all of its expenses, the annualized expense ratios would have been 2.29%, 0.91% and 13.90% for Class B, Class I and Class IS shares, respectively.

@@ Expenses are equal to the Fund's annualized expense ratio of 2.01% for Class C shares, multiplied by the average account value over the period, multiplied by 31/365 (to reflect the actual days in the period). If the Fund had borne all of its expenses, the annualized expense ratio would have been 4.21% for Class C shares.

NUMBER OF SHARES			VALUE
		Common Stocks (91.5%)
		Air Freight & Logistics (1.0%)
	76,374	XPO Logistics, Inc. (a)	$	3,754,546
		Automobiles (4.2%)
	62,899	Tesla Motors, Inc. (a)		15,775,069
		Biotechnology (0.6%)
	16,393	Alnylam Pharmaceuticals, Inc. (a)		2,148,958
		Capital Markets (1.1%)
	196,088	WisdomTree Investments, Inc.		4,188,440
		Electrical Equipment (1.5%)
	114,014	Babcock & Wilcox Co. (The)		3,795,526
	32,339	SolarCity Corp. (b)(a)		1,944,221
				5,739,747
		Food Products (4.8%)
	79,720	Keurig Green Mountain, Inc.		6,875,053
	117,232	Mead Johnson Nutrition Co.		11,406,673
				18,281,726
		Health Care Equipment & Supplies (3.8%)
	29,341	Intuitive Surgical, Inc. (a)		14,311,073
		Health Care Technology (3.8%)
	89,312	athenahealth, Inc. (a)		10,413,779
	67,906	Medidata Solutions, Inc. (a)		3,939,227
				14,353,006
		Hotels, Restaurants & Leisure (3.2%)
	78,799	Fiesta Restaurant Group, Inc. (a)		3,666,517
	164,410	Starbucks Corp.		8,542,744
				12,209,261

NUMBER OF SHARES			VALUE
		Information Technology Services (4.4%)
	103,486	Mastercard, Inc., Class A	$	9,547,618
	104,297	Visa, Inc., Class A		7,163,118
				16,710,736
		Internet & Catalog Retail (12.5%)
	71,811	Amazon.com, Inc. (a)		30,823,436
	139,308	JD.com, Inc. ADR (China) (a)		4,691,893
	9,890	Priceline Group, Inc. (a)		11,591,476
				47,106,805
		Internet Software & Services (19.7%)
	58,053	Alibaba Group Holding Ltd. ADR (China) (a)		5,185,294
	350,440	Facebook, Inc., Class A (a)		27,751,344
	32,309	Google, Inc., Class C (a)		17,191,942
	54,967	LinkedIn Corp., Class A (a)		10,714,717
	362,179	Twitter, Inc. (a)		13,281,104
				74,124,401
		Life Sciences Tools & Services (5.3%)
	96,087	Illumina, Inc. (a)		19,801,609
		Media (1.7%)
	43,774	Naspers Ltd., Class N (South Africa)		6,438,826
		Pharmaceuticals (7.5%)
	69,675	Valeant Pharmaceuticals International, Inc. (Canada) (a)		16,636,300
	231,918	Zoetis, Inc.		11,542,559
				28,178,859
		Professional Services (1.0%)
	44,365	CEB, Inc.		3,752,835
		Software (9.7%)
	65,952	FireEye, Inc. (a)		3,071,385
	171,671	Salesforce.com, Inc. (a)		12,489,065

NUMBER OF SHARES			VALUE
	170,764	Splunk, Inc. (a)	$	11,547,062
	119,771	Workday, Inc., Class A (a)		9,452,327
				36,559,839
		Specialty Retail (2.0%)
	109,884	Five Below, Inc. (a)		3,653,643
	42,146	Restoration Hardware Holdings, Inc. (a)		3,833,600
				7,487,243
		Tech Hardware, Storage & Peripherals (3.7%)
	48,186	3D Systems Corp. (b)(a)		1,053,828
	93,294	Apple, Inc.		12,154,342
	16,262	Stratasys Ltd. (b)(a)		578,277
				13,786,447
		Total Common Stocks (Cost $207,542,253)		344,709,426
		Preferred Stocks (3.2%)
		Hotels, Restaurants & Leisure (1.2%)
	143,970	Blue Bottle Coffee, Inc., Series B (a)(c)(d)(e) (acquisition cost - $2,083,131; acquired 01/24/14)		4,556,651
		Internet & Catalog Retail (0.8%)
	58,155	Airbnb, Inc., Series D (a)(c)(d)(e) (acquisition cost - $2,367,666; acquired 04/16/14)		2,849,013
		Life Sciences Tools & Services (0.8%)
	901,243	10X Technologies, Inc., Series B (a)(c)(e)		2,956,077

Summary of Investments

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Internet Software & Services	$	74,124,401			19.3	%
Internet & Catalog Retail		49,955,818			13.0
Software		38,149,126			9.9
Pharmaceuticals		28,178,859			7.3
Investment Company		27,478,779			7.2
Life Sciences Tools & Services		22,757,686			5.9
Food Products		18,281,726			4.8
Hotels, Restaurants & Leisure		16,765,912			4.4
Information Technology Services		16,710,736			4.3
Automobiles		15,775,069			4.1
Health Care Technology		14,353,006			3.7
Health Care Equipment & Supplies		14,311,073			3.7
Tech Hardware, Storage & Peripherals		13,786,447			3.6
Specialty Retail		7,487,243			1.9
Media		6,438,826			1.7
Electrical Equipment		5,739,747			1.5
Capital Markets		4,188,440			1.1
Air Freight & Logistics		3,754,546			1.0
Professional Services		3,752,835			1.0
Biotechnology		2,148,958			0.6
Other		26,680			0.0	+
	$	384,165,913	++		100.0	%

+ Amounts less than 0.05%.

++ Does not reflect the value of securities held as collateral on loaned securities.

Statement of Assets and Liabilities May 31, 2015 (unaudited)

Assets:
Investments in securities, at value (cost $218,015,739) (Including $3,004,023 for securities loaned)	$	357,122,752
Investment in affiliate, at value (cost $30,203,139)		30,203,139
Total investments in securities, at value (cost $248,218,878)		387,325,891
Receivable for:
Shares of beneficial interest sold		137,073
Dividends		12,979
Dividends from affiliate		1,808
Prepaid expenses and other assets		85,191
Total Assets		387,562,942
Liabilities:
Collateral on securities loaned, at value		3,159,978
Due to broker		160,000
Payable for:
Investments purchased		5,878,959
Shares of beneficial interest redeemed		601,808
Transfer and sub transfer agent fee		549,165
Advisory fee		215,400
Distribution fee		82,699
Administration fee		25,796
Accrued expenses and other payables		114,229
Total Liabilities		10,788,034
Net Assets	$	376,774,908
Composition of Net Assets:
Paid-in-capital	$	222,054,829
Net unrealized appreciation		139,107,013
Accumulated net investment loss		(2,322,667	)
Accumulated undistributed net realized gain		17,935,733
Net Assets	$	376,774,908
Class A Shares:
Net Assets	$	284,124,601
Shares Outstanding (unlimited shares authorized, $0.01 par value)		8,369,265
Net Asset Value Per Share	$	33.95
Maximum Offering Price Per Share, (net asset value plus 5.54% of net asset value)	$	35.83
Class B Shares:
Net Assets	$	3,747,399
Shares Outstanding (unlimited shares authorized, $0.01 par value)		131,283
Net Asset Value Per Share	$	28.54
Class L Shares:
Net Assets	$	29,306,583
Shares Outstanding (unlimited shares authorized, $0.01 par value)		1,025,057
Net Asset Value Per Share	$	28.59
Class I Shares:
Net Assets	$	59,483,620
Shares Outstanding (unlimited shares authorized, $0.01 par value)		1,658,328
Net Asset Value Per Share	$	35.87
Class C Shares:
Net Assets	$	101,524
Shares Outstanding (unlimited shares authorized, $0.01 par value)		3,551
Net Asset Value Per Share	$	28.59
Class IS Shares:
Net Assets	$	11,181
Shares Outstanding (unlimited shares authorized, $0.01 par value)		311
Net Asset Value Per Share	$	35.91

Statement of Operations For the six months ended May 31, 2015 (unaudited)

Net Investment Loss: Income
Dividends	$	478,046
Income from securities loaned - net		113,325
Dividends from affiliate (Note 7)		9,470
Total Income		600,841
Expenses
Advisory fee (Note 4)		1,267,143
Distribution fee (Class A shares) (Note 5)		353,319
Distribution fee (Class B shares) (Note 5)		19,987
Distribution fee (Class L shares) (Note 5)		109,586
Distribution fee (Class C shares) (Note 5)		49
Sub transfer agent fees and expenses (Class A shares)		170,282
Sub transfer agent fees and expenses (Class B shares)		5,267
Sub transfer agent fees and expenses (Class L shares)		18,809
Sub transfer agent fees and expenses (Class I shares)		20,595
Administration fee (Note 4)		151,301
Professional fees		60,684
Transfer agent fees and expenses (Class A shares) (Note 6)		43,395
Transfer agent fees and expenses (Class B shares) (Note 6)		3,803
Transfer agent fees and expenses (Class L shares) (Note 6)		4,679
Transfer agent fees and expenses (Class I shares) (Note 6)		513
Transfer agent fees and expenses (Class C shares) (Note 6)		117
Transfer agent fees and expenses (Class IS shares) (Note 6)		713
Shareholder reports and notices		47,272
Registration fees		38,008
Custodian fees		12,349
Trustees' fees and expenses		4,830
Other		8,480
Total Expenses		2,341,181
Less: reimbursement of class specific expenses (Class B shares) (Note 4)		(5,514	)
Less: reimbursement of class specific expenses (Class I shares) (Note 4)		(1,809	)
Less: reimbursement of class specific expenses (Class C shares) (Note 4)		(108	)
Less: reimbursement of class specific expenses (Class IS shares) (Note 4)		(713	)
Less: rebate from Morgan Stanley affiliated cash sweep (Note 7)		(6,951	)
Net Expenses		2,326,086
Net Investment Loss		(1,725,245	)
Realized and Unrealized Gain (Loss): Realized Gain (Loss) on:
Investments		17,887,653
Foreign currency translation		(3,692	)
Net Realized Gain		17,883,961
Change in Unrealized Appreciation (Depreciation) on:
Investments		(696,681	)
Net Gain		17,187,280
Net Increase	$	15,462,035

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED MAY 31, 2015			FOR THE YEAR ENDED NOVEMBER 30, 2014
	(unaudited)
Increase (Decrease) in Net Assets: Operations:
Net investment loss	$	(1,725,245	)	$	(3,096,100	)
Net realized gain		17,883,961			31,389,693
Net change in unrealized appreciation (depreciation)		(696,681	)		12,411,614
Net Increase		15,462,035			40,705,207
Distributions to Shareholders from Net Realized Gain:
Class A shares		(18,684,893	)		(25,007,902	)
Class B shares		(332,155	)		(687,241	)
Class L shares		(2,257,787	)		(2,840,609	)
Class I shares		(3,724,504	)		(3,608,505	)
Class IS shares		(710	)		(966	)
Total Distributions		(25,000,049	)		(32,145,223	)
Net increase from transactions in shares of beneficial interest		4,412,385			23,635,186
Net Increase (Decrease)		(5,125,629	)		32,195,170
Net Assets:
Beginning of period		381,900,537			349,705,367
End of Period (Including accumulated net investment loss of $(2,322,667) and $(597,422))	$	376,774,908		$	381,900,537

1. Organization and Accounting Policies

Morgan Stanley Multi Cap Growth Trust (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund applies investment company accounting and reporting guidance. The Fund's investment objective is to seek long-term capital appreciation. The Fund was organized as a Massachusetts business trust on October 17, 1995 and commenced operations on February 27, 1996. On July 28, 1997, the Fund converted to a multiple class share structure.

The Fund offers Class A shares, Class B shares, Class L shares, Class I shares, Class C shares and Class IS shares. The six classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares, most Class B shares, and most Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within eighteen months, six years and one year, respectively. Class L shares, Class I shares and Class IS shares are not subject to a sales charge. Additionally, Class A shares, Class B shares, Class L shares and Class C shares incur distribution expenses.

On April 30, 2015 the Fund commenced offering Class C shares.

Effective April 30, 2015, the Fund suspended the offering of its Class L shares.

The following is a summary of significant accounting policies:

A. Valuation of Investments — (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly owned subsidiary of Morgan Stanley, determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Trustees (the "Trustees"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities

as of the close of the NYSE, as determined in good faith by the Trustees or by the Adviser using a pricing service and/or procedures approved by the Trustees; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) listed options are valued at the last reported sales price on the exchange on which they are listed (or at the exchange official closing price if such exchange reports an official closing price). If an official closing price or last reported sales price is unavailable, the listed option should be fair valued at the mean between their latest bid and asked price. Unlisted options are valued by an outside pricing service approved by the Trustees or quotes from a broker or dealer; (6) certain portfolio securities may be valued by an outside pricing service approved by the Trustees; (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day; and (8) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

The Trustees have responsibility for determining in good faith the fair value of the investments, and the Trustees may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Trustees in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Trustees. Under procedures approved by the Trustees, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Trustees. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Trustees. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches

including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

B. Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Dividend income and other distributions are recorded on the ex-dividend date. Discounts are accreted and premiums are amortized over the life of the respective securities and are included in interest income. Interest income is accrued daily as earned.

C. Multiple Class Allocations — Investment income, realized and unrealized gain (loss), and non-class specific expenses are allocated daily based upon the proportion of net assets of each class. Class specific expenses are borne by the respective share classes and include Distribution, Transfer Agent and Sub Transfer Agent fees.

D. Foreign Currency Translation and Foreign Investments — The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

— investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

— investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. However, pursuant to U.S. Federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are treated as ordinary income for U.S. Federal income tax purposes.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange

rates are reflected as a component of unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

E. Securities Lending — The Fund may lend securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund receives cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily by State Street Bank and Trust Company ("State Street"), the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in an affiliated money market portfolio and repurchase agreements. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent, and is recorded as "Income from Securities Loaned-Net" in the Fund's Statement of Operations.

The Fund has the right under the lending agreement to recover the securities from the borrower on demand.

The following table presents financial instruments that are subject to enforceable netting arrangements as of May 31, 2015.

GROSS AMOUNTS NOT OFFSET IN THE STATEMENT OF ASSETS AND LIABILITIES
GROSS ASSET AMOUNT PRESENTED IN STATEMENT OF ASSETS AND LIABILITIES			FINANCIAL INSTRUMENT		COLLATERAL RECEIVED			NET AMOUNT (NOT LESS THAN $0)
$	3,004,023	(a)	$	—	$	(3,004,023	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of $3,159,978, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Funds as reported in the Portfolio of Investments.

(c) The actual collateral received is greater than the amount shown here due to overcollateralization.

F. Repurchase Agreements — The Fund may enter into repurchase agreements under which the Fund lends cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities which are held as collateral, with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of

the collateral is marked-to-market on a daily basis to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest as earned. If such a decrease occurs, additional collateral will be requested and, when received, will be added to the account to maintain full collateralization. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral proceeds may be subject to cost and delays. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into repurchase agreements.

G. Restricted Securities — The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted securities, if any, are identified in the Portfolio of Investments.

H. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid semiannually. Net realized capital gains, if any, are distributed at least annually.

I. Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

J. Indemnifications — The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

2. Fair Valuation Measurements

Financial Accounting Standards Board ("FASB") Accounting Standards Codification^TM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal

market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs); and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

• Level 1 — unadjusted quoted prices in active markets for identical investments

• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Fund's investments as of May 31, 2015.

INVESTMENT TYPE	LEVEL 1 UNADJUSTED QUOTED PRICES		LEVEL 2 OTHER SIGNIFICANT OBSERVABLE INPUTS		LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS		TOTAL
Assets:
Common Stocks
Air Freight & Logistics	$	3,754,546	$	—	$	—	$	3,754,546
Automobiles		15,775,069		—		—		15,775,069
Biotechnology		2,148,958		—		—		2,148,958
Capital Markets		4,188,440		—		—		4,188,440
Electrical Equipment		5,739,747		—		—		5,739,747
Food Products		18,281,726		—		—		18,281,726
Health Care Equipment & Supplies		14,311,073		—		—		14,311,073
Health Care Technology		14,353,006		—		—		14,353,006

INVESTMENT TYPE	LEVEL 1 UNADJUSTED QUOTED PRICES		LEVEL 2 OTHER SIGNIFICANT OBSERVABLE INPUTS		LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS		TOTAL
Assets (continued):
Common Stocks (continued)
Hotels, Restaurants & Leisure	$	12,209,261	$	—	$	—	$	12,209,261
Information Technology Services		16,710,736		—		—		16,710,736
Internet & Catalog Retail		47,106,805		—		—		47,106,805
Internet Software & Services		74,124,401		—		—		74,124,401
Life Sciences Tools & Services		19,801,609		—		—		19,801,609
Media		—		6,438,826		—		6,438,826
Pharmaceuticals		28,178,859		—		—		28,178,859
Professional Services		3,752,835		—		—		3,752,835
Software		36,559,839		—		—		36,559,839
Specialty Retail		7,487,243		—		—		7,487,243
Tech Hardware, Storage & Peripherals		13,786,447		—		—		13,786,447
Total Common Stocks		338,270,600		6,438,826		—		344,709,426
Preferred Stocks		—		—		11,951,028		11,951,028
Call Options Purchased		—		26,680		—		26,680
Short-Term Investments
Investment Company		30,203,139		—		—		30,203,139
Repurchase Agreements		—		435,618		—		435,618
Total Short-Term Investments		30,203,139		435,618		—		30,638,757
Total Assets	$	368,473,739	$	6,901,124	$	11,951,028	$	387,325,891

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Fund recognizes transfers between the levels as of the end of the period. As of May 31, 2015, securities with a total value of $6,438,826 transferred from Level 1 to Level 2. At May 31, 2015, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	PREFERRED STOCKS
Beginning Balance	$	6,529,071
Purchases		2,947,065
Sales		—
Amortization of discount		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		2,474,892
Realized gains (losses)		—
Ending Balance	$	11,951,028
Net change in unrealized appreciation (depreciation) from investments still held as of May 31, 2015	$	2,474,892

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of May 31, 2015. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.

	FAIR VALUE AT MAY 31, 2015		VALUATION TECHNIQUE	UNOBSERVABLE INPUT	RANGE						SELECTED VALUE			IMPACT TO VALUATION FROM AN INCREASE IN INPUT
Hotel, Restaurants & Leisure
Preferred Stock	$	4,556,651	Market Transaction Method	Pending Round of Financing	$	31.65		$	31.65		$	31.65		Increase
Internet & Catalog Retail
Preferred Stock	$	2,849,013	Market Transaction Method	Tender offer Price	$	50.41		$	50.41		$	50.41		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		16.0	%		18.0	%		17.0	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase

	FAIR VALUE AT MAY 31, 2015		VALUATION TECHNIQUE	UNOBSERVABLE INPUT	RANGE						SELECTED VALUE			IMPACT TO VALUATION FROM AN INCREASE IN INPUT
			Market Comparable Companies	Enterprise Value/Revenue		9.4	x		15.3	x		15.3	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease
Life Sciences Tools & Services
Preferred Stock	$	2,956,077	Market Transaction Method	Precedent Transaction	$	3.27		$	3.27		$	3.27		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		32.0	%		34.0	%		33.0	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/Revenue		2.4	x		5.0	x		5.0	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease
Software
Preferred Stock	$	1,589,287	Market Transaction Method	Precedent Transaction of Preferred Stock	$	11.42		$	11.42		$	11.42		Increase
			Discounted Cash Flow	Weighted Average Cost of Capital		18.5	%		20.5	%		19.5	%	Decrease
				Perpetual Growth Rate		3.0	%		4.0	%		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/Revenue		16.2	x		28.7	x		23.0	x	Increase
				Discount for Lack of Marketability		15.0	%		15.0	%		15.0	%	Decrease

3. Derivatives

The Fund may, but it is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.

Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable Securities and Exchange Commission rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:

Options In respect to options, the Fund is subject to equity risk, interest rate risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium paid by the Fund. The Fund may purchase put and call options. Purchasing call options tends to increase the Fund's exposure to the underlying (or similar) instrument. Purchasing put options tends to decrease the Fund's exposure to the underlying (or similar) instrument. When entering into purchased option contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the purchased option contracts; however the risk of loss is limited to the premium paid. Purchased options

are reported as part of "Total Investments in Securities" in the Statement of Assets and Liabilities. Premium paid for purchasing options which expired are treated as realized losses. If the Fund sells an option, it sells to another party the right to buy from or sell to the Fund a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed upon price typically in exchange for a premium received by the Fund. When options are purchased OTC, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and the Fund may have difficulty closing out its position. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.

FASB ASC 815, Derivatives and Hedging ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.

The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of May 31, 2015.

PRIMARY RISK EXPOSURE

ASSET DERIVATIVES
STATEMENT OF ASSETS
AND LIABILITIES LOCATION

FAIR VALUE

LIABILITY DERIVATIVES
STATEMENT OF ASSETS
AND LIABILITIES LOCATION

FAIR VALUE

Currency Risk

Investments, at Value
(Call Options Purchased)

26,680

(d)

Investments, at Value
(Call Options Purchased)

—

(d) Amounts are included in Investments in securities in the Statement of Assets and Liabilities.

The following table sets forth by primary risk exposure the Fund's change in unrealized appreciation (depreciation) by type of derivative contract for the six months ended May 31, 2015 in accordance with ASC 815.

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVE CONTRACTS

PRIMARY RISK EXPOSURE				CALL OPTIONS PURCHASED (e)
Currency Risk				$	188,698

(e) Amounts are included in Investments in the Statement of Operations.

At May 31, 2015, the Fund's derivative assets and liabilities are as follows:

GROSS AMOUNTS OF ASSETS AND LIABILITIES PRESENTED IN THE STATEMENT OF ASSETS AND LIABILITIES

DERIVATIVES				ASSETS (f)				LIABILITIES (f)
Call Options Purchased				$	26,680			$	—

(f) Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") or similar master agreements (collectively, "Master Agreements") with its contract counterparties for certain OTC derivatives in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain OTC derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default, termination and/or potential deterioration in the credit quality of the counterparty. Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as swap, forward, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party and may be a feature in certain Master Agreements. In the event the Fund exercises its right to terminate a Master Agreement after a counterparty experiences a termination event as defined in the Master Agreement, the return of collateral with market value in excess of the Fund's net liability may be delayed or denied.

The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of May 31, 2015.

GROSS AMOUNTS NOT OFFSET IN THE STATEMENT OF ASSETS AND LIABILITIES
COUNTERPARTY	GROSS ASSET DERIVATIVES PRESENTED IN STATEMENT OF ASSETS AND LIABILITIES		FINANCIAL INSTRUMENT		COLLATERAL RECEIVED (g)			NET AMOUNT (NOT LESS THAN $0)
Royal Bank of Scotland	$	26,680	$	—	$	(26,680	)	$	0

(g) In some instances, the actual collateral received may be more than the amount shown here due to overcollateralization.

For the six months ended May 31, 2015, the average monthly amount outstanding for each derivative type is as follows:

Call Options Purchased:

Average monthly notional amount

127,677,506

4. Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with the Adviser, the Fund pays an advisory fee, accrued daily and paid monthly, by applying the following annual rates to the net assets of the Fund determined as of the close of each business day: 0.67% to the portion of the daily net assets not exceeding $500 million; 0.645% to the portion of the daily net assets exceeding $500 million but not exceeding $2 billion; 0.62% to the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; and 0.595% to the portion of the daily net assets exceeding $3 billion. For the six months ended May 31, 2015, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.67% of the Fund's average daily net assets.

The Adviser also serves as the Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average daily net assets.

Under a Sub-Administration Agreement between the Administrator and State Street, State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.

The Adviser/Administrator has agreed to reduce its advisory fee, its administration fee and/or reimburse the Fund so that total annual operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 1.27% for Class A, 2.02% for Class B, 1.77% for Class L, 0.92% for Class I, 2.02% for Class C and 0.85% for Class IS. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time that the Trustees act to discontinue all or a portion of such waivers and/or expense reimbursements when they deem such action is appropriate. For the six months ended May 31, 2015, $8,144 of other expenses were reimbursed by the Adviser pursuant to this arrangement.

5. Plan of Distribution

Shares of the Fund are distributed by Morgan Stanley Distribution, Inc. (the "Distributor"), an affiliate of the Adviser/Administrator. The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued daily and paid monthly at the following annual rates: (i) Class A — up to 0.25% of the average daily net

assets of Class A shares; (ii) Class B — up to 1.00% of the average daily net assets of Class B shares; (iii) Class L — up to 0.75% of the average daily net assets of Class L shares; and (iv) Class C — up to 1.00% of average daily net assets of Class C shares.

In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Trustees will consider at that time the manner in which to treat such expenses. The Distributor has advised the Fund that such excess amounts totaled $82,343,012 at May 31, 2015.

In the case of Class A shares, Class L shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25%, 0.75% and 1.00% of the average daily net assets of Class A shares, Class L shares and Class C shares, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales commission credited to Financial Intermediaries at the time of sale may be reimbursed in the subsequent calendar year. For the six months ended May 31, 2015, the distribution fee was accrued for Class A shares, Class L shares and Class C shares at the annual rate of 0.25%, 0.75% and 1.00%, respectively.

The Distributor has informed the Fund that for the six months ended May 31, 2015, it received contingent deferred sales charges from certain redemptions of the Fund's Class B shares of $4,198, and received $2,445 in front-end sales charges from sales of the Fund's Class A shares. The respective shareholders pay such charges, which are not an expense of the Fund.

6. Dividend Disbursing and Transfer Agent

The Fund's dividend disbursing and transfer agent is Boston Financial Data Services, Inc. ("BFDS"). Pursuant to a Transfer Agency Agreement, the Fund pays BFDS a fee based on the number of classes, accounts and transactions relating to the Fund.

7. Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, for the six months ended May 31, 2015, aggregated $35,459,320 and $69,942,386, respectively.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Funds"), an open-end management investment company managed by the Adviser, both directly and as a portion of the securities held as collateral on loaned securities. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended May 31, 2015, advisory fees paid were reduced by $6,951 relating to the Fund's investment in the Liquidity Funds.

A summary of the Fund's transactions in shares of the Liquidity Funds during the six months ended May 31, 2015 is as follows:

VALUE NOVEMBER 30, 2014				PURCHASES AT COST				SALES				DIVIDEND INCOME				VALUE MAY 31, 2015
$	15,758,850			$	61,534,531			$	47,090,242			$	9,470			$	30,203,139

The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.

8. Risks Relating to Certain Financial Instruments

The Fund may lend securities to qualified financial institutions, such as broker-dealers, to earn additional income. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, fluctuations of exchange rates in relation to the U.S. dollar, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

9. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

	FOR THE SIX MONTHS ENDED MAY 31, 2015						FOR THE YEAR ENDED NOVEMBER 30, 2014
	(unaudited)
	SHARES			AMOUNT			SHARES			AMOUNT
CLASS A SHARES
Sold		103,230		$	3,377,596			1,167,997		$	39,247,286
Conversion from Class B		20,918			703,136			78,964			2,618,252
Reinvestment of distributions		590,053			18,185,416			769,596			24,300,095
Redeemed		(573,087	)		(18,906,794	)		(1,830,401	)		(60,450,163	)
Net increase — Class A		141,114			3,359,354			186,156			5,715,470
CLASS B SHARES
Sold		9,848			276,674			11,505			334,617
Conversion to Class A		(24,833	)		(703,136	)		(91,922	)		(2,618,252	)
Reinvestment of distributions		11,642			302,691			23,276			632,863
Redeemed		(10,371	)		(285,109	)		(22,937	)		(651,336	)
Net decrease — Class B		(13,714	)		(408,880	)		(80,078	)		(2,302,108	)
CLASS L SHARES
Sold		29,040			810,816			144,770			4,151,364
Reinvestment of distributions		83,682			2,176,565			100,199			2,719,795
Redeemed		(77,376	)		(2,150,750	)		(173,308	)		(4,940,729	)
Net increase — Class L		35,346			836,631			71,661			1,930,430
CLASS I SHARES
Sold		343,361			11,858,574			1,775,254			63,286,680
Reinvestment of distributions		113,796			3,699,521			108,175			3,577,781
Redeemed		(426,410	)		(15,034,306	)		(1,410,847	)		(48,573,067	)
Net increase — Class I		30,747			523,789			472,582			18,291,394
CLASS C SHARES
Sold		3,551	*		101,491	*		—			—
Net increase in Fund		197,044		$	4,412,385			650,321		$	23,635,186

* For the period April 30, 2015 through May 31, 2015.

The Trustees approved, effective February 25, 2013, the suspension of the continuous offering of Class B shares to new and existing shareholders.

Effective April 30, 2015, the Fund suspended the continuous offering of Class L shares and thus, no further purchase of Class L shares of the Fund may be made by investors.

10. Federal Income Tax Status

It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.

FASB ASC 740-10, Income Taxes — Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended November 30, 2014 remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2014 and 2013 was as follows:

2014 DISTRIBUTIONS PAID FROM:				2013 DISTRIBUTIONS PAID FROM:
ORDINARY INCOME		LONG-TERM CAPITAL GAIN		ORDINARY INCOME		LONG-TERM CAPITAL GAIN
$	—	$	32,145,223	$	—	$	33,615,816

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to foreign currency losses, equalization and a net operating loss resulted in the following reclassifications among the Fund's components of net assets at November 30, 2014:

ACCUMULATED NET INVESTMENT INCOME				ACCUMULATED UNDISTRIBUTED NET REALIZED LOSS				PAID-IN-CAPITAL
$	2,504,960			$	(6,059,461	)		$	3,554,501

At November 30, 2014, the components of distributable earnings for the Fund on a tax basis were as follows:

UNDISTRIBUTED ORDINARY INCOME				UNDISTRIBUTED LONG-TERM CAPITAL GAIN
$	—			$	25,145,186

At May 31, 2015, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $147,696,623 and the aggregate gross unrealized depreciation is $8,589,610 resulting in net unrealized appreciation of $139,107,013.

Capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year are deemed to arise on the first day of the Fund's next taxable year. For the year ended November 30, 2014, the Fund deferred to December 1, 2014 for U.S. Federal Income Tax Purposes the following losses:

POST-OCTOBER CURRENCY AND SPECIFIED ORDINARY LOSSES				POST-OCTOBER CAPITAL LOSSES
$	589,265			$	—

	FOR THE SIX			FOR THE YEAR ENDED NOVEMBER 30,
	MONTHS ENDED
	MAY 31, 2015			2014			2013			2012			2011			2010^
	(unaudited)
Class A Shares
Selected Per Share Data:
Net asset value, beginning of period	$	35.01		$	34.14		$	27.10		$	25.22		$	25.32		$	19.98
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.15	)		(0.27	)		(0.23	)		(0.05	)		(0.18	)		(0.13	)
Net realized and unrealized gain		1.37			4.24			10.48			1.93			0.08			5.47
Total income (loss) from investment operations		1.22			3.97			10.25			1.88			(0.10	)		5.34
Less distribution from net realized gain		(2.28	)		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	33.95		$	35.01		$	34.14		$	27.10		$	25.22		$	25.32
Total Return⁽²⁾		4.15	%⁽⁶⁾		12.66	%		43.05	%		7.45	%		(0.39	)%		26.73	%
Ratios to Average Net Assets:
Net expenses		1.24	%⁽³⁾⁽⁷⁾		1.26	%⁽³⁾⁽⁴⁾		1.30	%⁽³⁾⁽⁴⁾		1.30	%⁽³⁾		1.24	%⁽³⁾		1.35	%⁽³⁾
Net investment loss		(0.92	)%⁽³⁾⁽⁷⁾		(0.82	)%⁽³⁾⁽⁴⁾		(0.80	)%⁽³⁾⁽⁴⁾		(0.19	)%⁽³⁾		(0.67	)%⁽³⁾		(0.61	)%⁽³⁾
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.01	%		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾
Supplemental Data:
Net assets, end of period, in thousands	$	284,125		$	288,042		$	274,528		$	218,744		$	245,313		$	258,449
Portfolio turnover rate		10	%⁽⁶⁾		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(1) The per share amounts were computed using an average number of shares outstanding during the period.

(2) Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

(3) The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate."

(4) If the Fund had borne all of its expenses that were waived by the Adviser/Administrator, the annualized expense and net investment loss ratios, would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
November 30, 2014		1.30	%		(0.86	)%
November 30, 2013		1.33			(0.83	)

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

	FOR THE SIX			FOR THE YEAR ENDED NOVEMBER 30,
	MONTHS ENDED
	MAY 31, 2015			2014			2013			2012			2011			2010^
	(unaudited)
Class B Shares
Selected Per Share Data:
Net asset value, beginning of period	$	29.92		$	29.83		$	24.25		$	22.73		$	23.00		$	18.29
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.24	)		(0.45	)		(0.38	)		(0.23	)		(0.34	)		(0.27	)
Net realized and unrealized gain		1.14			3.64			9.17			1.75			0.07			4.98
Total income (loss) from investment operations		0.90			3.19			8.79			1.52			(0.27	)		4.71
Less distributions from net realized gain		(2.28	)		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	28.54		$	29.92		$	29.83		$	24.25		$	22.73		$	23.00
Total Return⁽²⁾		3.76	%⁽⁶⁾		11.83	%		41.94	%		6.69	%		(1.17	)%		25.75	%
Ratios to Average Net Assets:
Net expenses		2.02	%^(3)(4)(7)		2.01	%⁽³⁾⁽⁴⁾		2.06	%⁽³⁾⁽⁴⁾		2.05	%⁽³⁾		1.99	%⁽³⁾		2.10	%⁽³⁾
Net investment loss		(1.70	)%^(3)(4)(7)		(1.56	)%⁽³⁾⁽⁴⁾		(1.56	)%⁽³⁾⁽⁴⁾		(0.94	)%⁽³⁾		(1.42	)%⁽³⁾		(1.36	)%⁽³⁾
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.01	%		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾
Supplemental Data:
Net assets, end of period, in thousands	$	3,747		$	4,339		$	6,714		$	8,510		$	13,848		$	24,377
Portfolio turnover rate		10	%⁽⁶⁾		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(1) The per share amounts were computed using an average number of shares outstanding during the period.

(2) Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

(4) If the Fund had borne all of its expenses that were waived by the Adviser/Administrator, the annualized expense and net investment loss ratios, would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
May 31, 2015		2.29	%		(1.97	)%
November 30, 2014		2.33			(1.88	)
November 30, 2013		2.12			(1.62	)

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

	FOR THE SIX			FOR THE YEAR ENDED NOVEMBER 30,
	MONTHS ENDED
	MAY 31, 2015			2014			2013			2012			2011			2010^
	(unaudited)
Class L Shares
Selected Per Share Data:
Net asset value, beginning of period	$	29.93		$	29.77		$	24.16		$	22.65		$	22.91		$	18.22
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.20	)		(0.37	)		(0.33	)		(0.22	)		(0.34	)		(0.26	)
Net realized and unrealized gain		1.14			3.63			9.15			1.73			0.08			4.95
Total income (loss) from investment operations		0.94			3.26			8.82			1.51			(0.26	)		4.69
Less distributions from net realized gain		(2.28	)		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	28.59		$	29.93		$	29.77		$	24.16		$	22.65		$	22.91
Total Return⁽²⁾		3.90	%⁽⁶⁾		12.08	%		42.27	%		6.67	%		(1.13	)%		25.74	%
Ratios to Average Net Assets:
Net expenses		1.75	%⁽³⁾⁽⁷⁾		1.76	%⁽³⁾⁽⁴⁾		1.85	%⁽³⁾⁽⁴⁾		2.05	%⁽³⁾		1.98	%⁽³⁾		2.10	%⁽³⁾
Net investment loss		(1.43	)%⁽³⁾⁽⁷⁾		(1.31	)%⁽³⁾⁽⁴⁾		(1.35	)%⁽³⁾⁽⁴⁾		(0.94	)%⁽³⁾		(1.41	)%⁽³⁾		(1.36	)%⁽³⁾
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.01	%		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾
Supplemental Data:
Net assets, end of period, in thousands	$	29,307		$	29,625		$	27,327		$	24,076		$	25,319		$	26,016
Portfolio turnover rate		10	%⁽⁶⁾		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(1) The per share amounts were computed using an average number of shares outstanding during the period.

(2) Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. Effective February 25, 2013, Class C shares were renamed Class L shares. Class C shares held for less than one year were subject to a 1.0% contingent deferred sales charge. The contingent deferred sales charge on Class L shares was eliminated effective February 25, 2013.

(4) If the Fund had borne all of its expenses that were waived by the Adviser/Administrator, the annualized expense and net investment loss ratios, would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
November 30, 2014		1.80	%		(1.35	)%
November 30, 2013		1.87			(1.37	)

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

	FOR THE SIX			FOR THE YEAR ENDED NOVEMBER 30,
	MONTHS ENDED
	MAY 31, 2015			2014			2013			2012			2011			2010^
	(unaudited)
Class I Shares
Selected Per Share Data:
Net asset value, beginning of period	$	36.79		$	35.61		$	28.06		$	26.04		$	26.08		$	20.54
Income (loss) from investment operations:
Net investment income (loss)⁽¹⁾		(0.10	)		(0.17	)		(0.15	)		0.02			(0.12	)		(0.08	)
Net realized and unrealized gain		1.46			4.45			10.91			2.00			0.08			5.62
Total income (loss) from investment operations		1.36			4.28			10.76			2.02			(0.04	)		5.54
Less distributions from net realized gain		(2.28	)		(3.10	)		(3.21	)		—			—			—
Net asset value, end of period	$	35.87		$	36.79		$	35.61		$	28.06		$	26.04		$	26.08
Total Return⁽²⁾		4.34	%⁽⁶⁾		13.04	%		43.44	%		7.76	%		(0.15	)%		26.97	%
Ratios to Average Net Assets:
Net expenses		0.90	%^(3)(4)(7)		0.91	%⁽³⁾⁽⁴⁾		1.02	%⁽³⁾⁽⁴⁾		1.05	%⁽³⁾		0.99	%⁽³⁾		1.10	%⁽³⁾
Net investment income (loss)		(0.58	)%^(3)(4)(7)		(0.48	)%⁽³⁾⁽⁴⁾		(0.52	)%⁽³⁾⁽⁴⁾		0.06	%⁽³⁾		(0.42	)%⁽³⁾		(0.36	)%⁽³⁾
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.01	%		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.00	%⁽⁵⁾
Supplemental Data:
Net assets, end of period, in thousands	$	59,484		$	59,883		$	41,126		$	31,168		$	65,357		$	28,681
Portfolio turnover rate		10	%⁽⁶⁾		39	%		35	%		43	%		29	%		31	%

^ Beginning with the year ended November 30, 2011, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm.

(1) The per share amounts were computed using an average number of shares outstanding during the period.

(2) Calculated based on the net asset value as of the last business day of the period.

(4) If the Fund had borne all of its expenses that were waived by the Adviser/Administrator, the annualized expense and net investment loss ratios, would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
May 31, 2015		0.91	%		(0.59	)%
November 30, 2014		1.01			(0.58	)
November 30, 2013		1.04			(0.54	)

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

	FOR THE PERIOD APRIL 30, 2015^ TO MAY 31, 2015
	(unaudited)
Class C Shares
Selected Per Share Data:
Net asset value, beginning of period	$	28.60
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.04	)
Net realized and unrealized gain		0.03
Total income from investment operations		(0.01	)
Net asset value, end of period	$	28.59
Total Return⁽²⁾		(0.03	)%⁽⁵⁾
Ratios to Average Net Assets:
Net expenses		2.01	%^(3)(4)(6)
Net investment loss		(1.73	)%^(3)(4)(6)
Rebate from Morgan Stanley affiliate		0.01	%⁽⁶⁾
Supplemental Data:
Net assets, end of period, in thousands	$	102
Portfolio turnover rate		10	%⁽⁵⁾

^ Commencement of operations.

(1) The per share amounts were computed using an average number of shares outstanding during the period.

(2) Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

(4) If the Fund had borne all of its expenses that were waived by the Adviser/Administrator, the annualized expense and net investment loss ratios, would have been as follows:

PERIOD ENDED				EXPENSE RATIO				NET INVESTMENT LOSS RATIO
May 31, 2015					4.21	%			(3.93	)%

(5) Not annualized.

(6) Annualized.

	FOR THE SIX MONTHS ENDED MAY 31, 2015			FOR THE YEAR ENDED NOVEMBER 30, 2014			FOR THE PERIOD SEPTEMBER 13, 2013^ TO NOVEMBER 30, 2013
	(unaudited)
Class IS Shares
Selected Per Share Data:
Net asset value, beginning of period	$	36.83		$	35.62		$	32.12
Income (loss) from investment operations:
Net investment loss⁽¹⁾		(0.09	)		(0.14	)		(0.04	)
Net realized and unrealized gain		1.45			4.45			3.54
Total income from investment operations		1.36			4.31			3.50
Less distributions from net realized gain		(2.28	)		(3.10	)		—
Net asset value, end of period	$	35.91		$	36.83		$	35.62
Total Return⁽²⁾		4.37	%⁽⁶⁾		13.13	%		10.90	%⁽⁶⁾
Ratios to Average Net Assets:
Net expenses		0.84	%^(3)(4)(7)		0.84	%⁽³⁾⁽⁴⁾		0.84	%^(3)(4)(7)
Net investment loss		(0.52	)%^(3)(4)(7)		(0.40	)%⁽³⁾⁽⁴⁾		(0.52	)%^(3)(4)(7)
Rebate from Morgan Stanley affiliate		0.00	%⁽⁵⁾⁽⁷⁾		0.01	%		0.00	%⁽⁵⁾⁽⁷⁾
Supplemental Data:
Net assets, end of period, in thousands	$	11		$	11		$	11
Portfolio turnover rate		10	%⁽⁶⁾		39	%		35	%⁽⁶⁾

^ Commencement of operations.

(1) The per share amounts were computed using an average number of shares outstanding during the period.

(2) Calculated based on the net asset value as of the last business day of the period.

(4) If the Fund had borne all of its expenses that were waived by the Adviser/Administrator, the annualized expense and net investment loss ratios, would have been as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT LOSS RATIO
May 31, 2015		13.90	%		(13.58	)%
November 30, 2014		18.31			(17.87	)
November 30, 2013		2.64			(2.32	)

(5) Amount is less than 0.005%.

(6) Not annualized.

(7) Annualized.

An Important Notice Concerning Our U.S. Privacy Policy

This privacy notice describes the U.S. privacy policy of Morgan Stanley Distribution, Inc., and the Morgan Stanley family of mutual funds ("us", "our", "we").

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This notice sets out our business practices to protect your privacy; how we collect and share personal information about you; and how you can limit our sharing or certain uses by others of this information. We may amend this Policy at any time, and will inform you of any changes to our Policy as required by law.

We Respect Your Privacy

We appreciate that you have provided us with your personal financial information and understand your concerns about your information. We strive to safeguard the information our clients entrust to us. Protecting the confidentiality and security of client information is an important part of how we conduct our business.

This notice describes what personal information we collect about you, how we collect it, when we may share it with others, and how certain others may use it. It discusses the steps you may take to limit our sharing of certain information about you with our affiliated companies, including, but not limited to our affiliated banking businesses, brokerage firms and credit service affiliates. It also discloses how you may limit our affiliates' use of shared information for marketing purposes.

Throughout this Policy, we refer to the nonpublic information that personally identifies you as "personal information." We also use the term "affiliated company" in this notice. An affiliated company is a company in our family of companies and includes companies with the Morgan Stanley name. These affiliated companies are financial institutions such as broker-dealers, banks, investment advisers and credit card issuers. We refer to any company that is not an affiliated company as a nonaffiliated third party. For purposes of Section 5 of this notice, and your ability to limit certain uses of personal information by our affiliates, this notice applies to the use of personal information by our affiliated companies.

1. What Personal Information Do We Collect From You?

We may collect the following types of information about you: (i) information provided by you, including information from applications and other forms we receive from you, (ii) information about your transactions with us or our affiliates, (iii) information about your transactions with nonaffiliated third parties, (iv) information from consumer reporting agencies, (v) information obtained from our websites, and (vi) information obtained from other sources. For example:

• We collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through applications and other forms you submit to us.

• We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.

• We may obtain information about your creditworthiness and credit history from consumer reporting agencies.

• We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.

2. When Do We Disclose Personal Information We Collect About You?

We may disclose personal information we collect about you in each of the categories listed above to affiliated and nonaffiliated third parties.

a. Information We Disclose to Affiliated Companies. We may disclose personal information that we collect about you to our affiliated companies to manage your account(s) effectively, to service and process your transactions, and to let you know about products and services offered by us and affiliated companies, to manage our business, and as otherwise required or permitted by law. Offers for products and services from affiliated companies are developed under conditions designed to safeguard your personal information.

b. Information We Disclose to Third Parties. We may disclose personal information that we collect about you to nonaffiliated third parties to provide marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements. We may also disclose all of the information we collect to other nonaffiliated third parties for our everyday business purposes, such as to process transactions, maintain account(s), respond to court orders and legal investigations, report to credit bureaus, offer our own products and services, protect against fraud, for institutional risk control, to perform services on our behalf, and as otherwise required or permitted by law.

When we share personal information about you with a nonaffiliated third party, they are required to limit their use of personal information about you to the particular purpose for which it was shared and they are not allowed to share personal information about you with others except to fulfill that limited purpose or as may be permitted or required by law.

3. How Do We Protect The Security and Confidentiality Of Personal Information We Collect About You?

We maintain physical, electronic and procedural security measures that comply with applicable law and regulations to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information by employees. Third parties that provide support or marketing services on our behalf may also receive personal information about you, and we require them to adhere to appropriate security standards with respect to such information.

4. How Can You Limit Our Sharing Certain Personal Information About You With Our Affiliated Companies For Eligibility Determination?

By following the opt-out procedures in Section 6 below, you may limit the extent to which we share with our affiliated companies, personal information that was collected to determine your eligibility for products and services such as your credit reports and other information that you have provided to us or that we may obtain from third parties ("eligibility information"). Eligibility information does not include your identification information or personal information pertaining to our transactions or experiences with you. Please note that, even if you direct us not to share eligibility information with our affiliated companies, we may still share your personal information, including eligibility information, with our affiliated companies under circumstances that are permitted under applicable law, such as to process transactions or to service your account.

5. How Can You Limit the Use of Certain Personal Information About You by Our Affiliated Companies for Marketing?

By following the opt-out instructions in Section 6 below, you may limit our affiliated companies from marketing their products or services to you based on personal information we disclose to them. This information may include, for example, your income and account history with us. Please note that, even if you choose to limit our affiliated companies from using personal information about you that we may share with them for marketing their products and services to you, our affiliated companies may use your personal information that they obtain from us to market to you in circumstances permitted by law, such as if the affiliated party has its own relationship with you.

6. How Can You Send Us an Opt-Out Instruction?

If you wish to limit our sharing of eligibility information about you with our affiliated companies, or our affiliated companies' use of personal information for marketing purposes, as described in this notice, you may do so by:

• Calling us at (800) 548-7786
Monday–Friday between 8a.m. and 6p.m. (EST)

• Writing to us at the following address:
Boston Financial Data Services, Inc.
c/o Privacy Coordinator
P.O. Box 219804
Kansas City, Missouri 64121

If you choose to write to us, your request should include: your name, address, telephone number and account number(s) to which the opt-out applies and whether you are opting out with respect to sharing of eligibility information (Section 4 above), or information used for marketing (Section 5 above), or both. Written opt-out requests should not be sent with any other correspondence. In order to process your request, we require that the request be provided by you directly and not through a third party. Once you have informed us about your privacy preferences, your opt-out preference will remain in effect with respect to this Policy (as it may be amended) until you notify us otherwise. If you are a joint account owner, we will accept instructions from any one of you and apply those instructions to the entire account.

Please understand that if you limit our sharing or our affiliated companies' use of personal information, you and any joint account holder(s) may not receive information about our affiliated companies' products and services, including products or services that could help you manage your financial resources and achieve your investment objectives.

If you have more than one account or relationship with us, please specify the accounts to which you would like us to apply your privacy choices. If you have accounts or relationships with our affiliates, you may receive multiple privacy policies from them, and will need to separately notify those companies of your privacy choices for those accounts or relationships.

7. What if an affiliated company becomes a nonaffiliated third party?

If, at any time in the future, an affiliated company becomes a nonaffiliated third party, further disclosures of personal information made to the former affiliated company will be limited to those described in Section 2(b) above relating to nonaffiliated third parties. If you elected under Section 6 to limit disclosures we make to affiliated companies, or use of personal information by affiliated companies,

Item 2. Code of Ethics.

Not applicable for semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semiannual reports.

Item 4. Principal Accountant Fees and Services

Not applicable for semiannual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semiannual reports.

Item 6.

(a) Refer to Item 1.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semiannual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to annual reports filed by closed-end funds.

Item 9. Closed-End Fund Repurchases

Applicable to reports filed by closed-end funds.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Multi Cap Growth Trust

/s/ John H. Gernon
John H. Gernon
Principal Executive Officer
July 22, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ John H. Gernon
John H. Gernon
Principal Executive Officer
July 22, 2015

/s/ Francis Smith
Francis Smith
Principal Financial Officer
July 22, 2015

NUMBER OF SHARES			VALUE
		Software (0.4%)
	197,427	Lookout, Inc., Series F (a)(c)(d)(e) (acquisition cost - $2,255,228; acquired 06/17/14)	$	1,589,287
		Total Preferred Stocks (Cost $9,653,090)		11,951,028
NOTIONAL AMOUNT
		Call Options Purchased (0.0%)
		Foreign Currency Options (0.0%)
	68,409,704	USD/CNY June 2015 @ CNY 6.62		69
	59,267,802	USD/CNY November 2015 @ CNY 6.65		26,611
		Total Call Options Purchased (Cost $384,778)		26,680
NUMBER OF SHARES (000)
		Short-Term Investments (8.1%)
		Securities held as Collateral on Loaned Securities (0.8%)
		Investment Company (0.7%)
	2,724	Morgan Stanley Institutional Liquidity Funds - Treasury Securities Portfolio - Institutional Class (See Note 7) (Cost $2,724,360)		2,724,360

PRINCIPAL AMOUNT (000)			VALUE
		Repurchase Agreements (0.1%)
$	87	Barclays Capital, Inc. (0.06%, dated 05/29/15, due 06/01/15; proceeds $86,967; fully collateralized by a U.S. Government obligation; 6.00% due 02/15/26; valued at $88,707)	$	86,967
	52	Barclays Capital, Inc. (0.07%, dated 05/29/15, due 06/01/15; proceeds $52,180; fully collateralized by various U.S. Government agency securities; 3.60% - 5.50% due 02/01/38 - 01/20/63; valued at $53,224)		52,180
	174	Barclays Capital, Inc. (0.08%, dated 05/29/15, due 06/01/15; proceeds $173,934; fully collateralized by a U.S. Government obligation; 6.00% due 02/15/26; valued at $177,413)		173,934
	8	Barclays Capital, Inc. (0.08%, dated 05/29/15, due 06/01/15; proceeds $7,740; fully collateralized by a U.S. Government agency security; 1.89% due 12/11/19; valued at $7,896)		7,740

PRINCIPAL AMOUNT (000)					VALUE
$	115	BNP Paribas Securities Corp. (0.09%, dated 05/29/15, due 06/01/15; proceeds $114,797; fully collateralized by various U.S. Government obligations; Zero Coupon - 6.50% due 01/31/16 - 11/15/26; valued at $117,093)			$	114,797
		Total Repurchase Agreements (Cost $435,618)				435,618
		Total Securities held as Collateral on Loaned Securities (Cost $3,159,978)				3,159,978
NUMBER OF SHARES (000)
		Investment Company (7.3%)
	27,479	Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (See Note 7) (Cost $27,478,779)				27,478,779
		Total Short-Term Investments (Cost $30,638,757)				30,638,757
Total Investments (Cost $248,218,878) (f)			102.8	%		387,325,891
Liabilities in Excess of Other Assets			(2.8	)		(10,550,983	)
Net Assets			100.0	%	$	376,774,908

Welcome Shareholder					3
Fund Report					4
Performance Summary					7
Expense Example					8
Portfolio of Investments					10
Statement of Assets and Liabilities					14
Statement of Operations					15
Statements of Changes in Net Assets					16
Notes to Financial Statements					17
Financial Highlights					35
U.S. Privacy Policy					41